A FTSE250 Company Secretary writes...
“Under MAR, we are proposing to have in place a Disclosure Committee. The DC members being proposed are our 2 executive directors, the company secretary and group financial controller. The quorum for a meeting will be 2, however, one of the executive directors must be present. We are interested in what others are doing around Disclosure Committee composition?
ICSA published its MAR Share Dealing Code and Policy Document this week – again, interested in who will be adopting?”
only me who thinks that an already established Executive Committee should be able to deal with these matters?
Our committee is Group CEO, Group FD and Group Company Secretary, with a quorum of two
On the related question raised about associated persons – we adopt the general rule that we do not “gold plate” any regulatory burden if we can help it, so if MAR doesn’t ask for more detail than just name, just name is all we include.
At my prior company a FT250 Financial Services business. We established a disclosure committee on IPO to deal with regular disclosures such as share dealing by directors and PDMR’.s. This was prior to MAR.
The Committee was made up of 2 Executive directors, GC & Co Sec with the ability to provide substiture directors from the board if executives wern’t always available due to holidays etc.
Our Disclosure Committee composition remains unchanged – Chief Exec, Group FD and CoSec as members, together with other invitees as appropriate.
We had re-drafted our current rules in case ICSA’s weren’t ready. However ICSA’s seem quite clear so we will probably adopt them in large part and it will hopefully aid consistency, particularly for our NEDs who sit on a variety of companies.
We’ll also be establishing a disclosure committee – composition is virtually the same as the one above but the General Counsel will sit on it as well rather than the FC. At least one exec director will need to be present.
The members will also be our only permanent insiders – the rationale is that they will know whenever there is inside information as they are the only people who can opine on inside information.
Our current dealing code will remain in place until our July Board meeting when the Board will approve the revised policy and code which will be based on the GC100/ICSA proforma.
On a related matter – I’m interested in understanding whether peers are simply asking for the names of PDMRs’ closely associated persons or whether they are obtaining additional information, albeit that MAR doesn’t require it. Thanks.
Does anyone have a terms of reference for this committee or are companies implementing their own versions.
From experience, small the better for this committee so would suggest three from either Chair, CEO, CFO, Co Sec, Head of IR and/or FC. Project owner to present the item being disclosed with an executive sponsor.
Our disclosure committee composition will be almost identical to the one you outline above, except we will not have our Group FC but instead will have our (non director) COO. Same requirements re an executive director being present for a quorum
We’d already drafted a code using a precedent from our corporate lawyers. Am reviewing ICSA today to see what differences there are if any, and will probably merge these in. All so last minute!
All plc Directors are members as is the General Counsel. Any two comprise a quorum. Group FC and Head of IR may be invited but are not part of the committee.